1. Who we are and what these Terms cover
These Terms of Service (the “Terms”) are an agreement between you (“Customer,” “you”) and Adam Proksch, doing business as adamapi (“adamapi,” “we,” “us”). They apply to your use of:
- Professional Services — API setup, integrations, migrations, monitoring, maintenance, custom API builds, documentation, and support that we perform for you (the “Professional Services”);
- Hosted Tools — APIs, dashboards, or other software we run for you as part of a project or plan (the “Hosted Tools”); and
- Website and Dashboard — adamapi.com, any client portal we provide, and any related sites (together, the “Site”).
Together these are the “Services.” By signing up, requesting a quote that you accept, signing a Statement of Work, using an API key, or otherwise using the Services, you agree to these Terms. If you use the Services for an organization, you confirm you have authority to bind it, and “you” includes that organization.
These Terms are supplemented by our Privacy Policy, Acceptable Use Policy, and, where we process personal data on your behalf, our Data Processing Addendum. If we agree a written proposal, order form, or statement of work (an “SOW”) with you, it forms part of this agreement. If they conflict, the order of priority is: the DPA (for personal data), then the SOW (for commercial specifics of that project), then these Terms, then the Acceptable Use Policy. An SOW can only change Sections 15–16 (disclaimers and liability) if it says so expressly and refers to that section.
2. Eligibility
The Services are for businesses, organizations, and developers, not consumers. You must be at least 18 years old (or the age of majority where you live) and able to form a binding contract. You may not use the Services if you are barred from doing so under applicable law, including sanctions and export control laws.
3. Accounts and API keys
- You must provide accurate account information and keep it current.
- You are responsible for keeping your API keys, passwords, and access tokens confidential, and for all activity under them. Keep keys server-side and never publish them in client-side code or public repositories.
- Tell us immediately at [email protected] if you believe a key has been compromised so it can be revoked and reissued.
- We may suspend or revoke a key for violation of these Terms, abuse, non-payment, or suspected fraudulent or unsafe use (see Section 19).
- Free-plan and test keys are subject to the limits described in the documentation and on the pricing page, and may be changed or discontinued on notice.
4. Professional Services
Each project or retainer is described in an SOW, proposal, or plan description that states the scope, deliverables, fees, and estimated timeline. In addition:
- Scope and changes. Work outside the agreed scope requires a written change request (email is enough) that states any change to fees or timeline. We are not obliged to perform out-of-scope work.
- Your responsibilities. You will give us timely access, information, decisions, and approvals; provide test or sandbox environments where reasonably needed; keep your own backups; and tell us promptly of anything that could affect the work. Delays on your side may move timelines and, where they cause extra work, fees.
- Estimates. Timelines are good-faith estimates, not guarantees, unless the SOW says a date is fixed.
- Acceptance. You have 5 business days after delivery to report material defects against the agreed scope. We will fix reported defects within a reasonable time. Deliverables are treated as accepted when you notify us they are accepted, when that period ends without a report, or when you use them in production, whichever happens first.
- Standard of work. We will perform Professional Services with reasonable skill and care, consistent with generally accepted practice for comparable work. If we fail to, your remedy is that we re-perform the affected work or, if we cannot reasonably do so, refund the fees paid for it.
- Third-party dependencies. Much of what we do depends on third-party APIs and platforms (payments, messaging, CRMs, cloud providers, and so on) that we do not control. We are not responsible for their outages, pricing or terms changes, rate limits, deprecations, or account actions, though we will help you adapt as your plan or SOW provides.
5. Access to your systems and credentials
To do the work we may need credentials or delegated access to your accounts, APIs, servers, and tools (“Customer Credentials”). By providing them you:
- authorize us to use them only to perform the Services and for no other purpose;
- confirm you have the right to grant that access and that doing so does not breach any agreement with a third party;
- agree to use the least-privilege, scoped, and revocable access that works (for example, a dedicated API key or role rather than an owner login) and to share credentials only through the secure channel we agree with you, never in plain chat or email where avoidable;
- remain the owner of your third-party accounts and responsible for their fees and for revoking or rotating Customer Credentials when the work ends (we will help on request); and
- agree that we may rely on instructions given by your authorized contacts.
We handle Customer Credentials as described in our Data Processing Addendum. No method of storing or transmitting credentials is perfectly secure, and Section 16 applies to losses that arise despite our reasonable safeguards.
6. Maintenance and support
If you buy a maintenance or partner plan, we will provide the monitoring, updates, key rotation, and support described in your plan or SOW. Unless your SOW says otherwise:
- response times we state are targets, not guarantees, and there is no uptime or service-level commitment;
- monitoring reduces but cannot eliminate the chance of undetected failures;
- maintenance excludes problems caused by changes you or others make without telling us, misuse, third-party outages, or provider changes that need new development; and
- support is provided by email and the other channels listed on our contact page during our stated hours.
7. Hosted tools
If we host or operate an API, dashboard, or other software for you as part of a project or plan (“Hosted Tools”), the following also applies:
- we run Hosted Tools with reasonable care and as described in your SOW or plan; availability or response targets apply only if the SOW states them;
- you are responsible for your own users of Hosted Tools, for the terms and notices you give them, and for the content they submit;
- we may update, patch, or replace Hosted Tools to keep them secure and working, and will give reasonable notice of changes that affect you;
- you must comply with the terms and policies of any platform your Hosted Tools connect to; and
- we do not review content submitted to Hosted Tools and are not responsible for it, but we may remove content that violates these Terms (see our Takedown policy). When your plan ends we will stop hosting after the notice and hand-over described in Section 18.
8. Fees and payment
- Fees. You will pay the fees in your SOW, quote, or plan. Prices are in U.S. dollars and exclude taxes, which you are responsible for (except taxes on our income).
- Invoicing. Fixed-price projects are invoiced as the SOW states (commonly a deposit and balance on delivery). Maintenance and partner plans are billed monthly in advance and renew automatically each month until cancelled. Unless an invoice says otherwise, it is due within 15 days.
- Payment processing. Card payments are handled by our payment processor (currently Stripe); we do not store full card numbers.
- Third-party costs. Usage or subscription fees charged by other providers (for example, API usage, hosting, or licenses) are your responsibility and are billed by those providers directly to you unless the SOW says we will pass them through.
- Late payment. If an undisputed invoice is more than 10 days overdue after we notify you, we may suspend the Services until it is paid and may charge interest at 1.5% per month or the maximum allowed by law, if lower.
- Cancellation and refunds. You may cancel a monthly plan at any time by written notice; cancellation takes effect at the end of the current billing period and we do not prorate or refund the remainder. Fees for work already performed and deposits for work started are non-refundable, except where the law requires it, where Section 4 provides a refund, or where we agree otherwise in writing.
- Price changes. We may change plan prices for future periods on at least 30 days’ notice.
9. Your data and content
- Ownership. You retain all rights in the data, content, and materials you provide to us or process through the Services (“Customer Data”).
- License to us. You grant us a limited, non-exclusive license to host, store, process, transmit, display, and make copies of Customer Data solely to provide and secure the Services.
- Your responsibility. You are responsible for Customer Data, for having all rights and consents needed to provide it to us (including from your own end users), and for lawful instructions to us. You must give any notices to individuals that the law requires.
- Sensitive data. Unless we agree otherwise in writing first, do not send or expose to us protected health information, payment card numbers or authentication data, government ID numbers, precise location, biometric or genetic data, or personal data of children under 16. We are not a HIPAA business associate or PCI-certified service provider unless a signed agreement says so.
- Personal data. Where we process personal data on your behalf, the Data Processing Addendum applies.
- Backups. You are responsible for maintaining your own copies of Customer Data and configurations.
10. Intellectual property
- Custom deliverables. Once you have paid all fees due for them in full, you own the custom code, configurations, and documents we create specifically for you under an SOW (“Deliverables”), excluding the items below.
- Our background IP. We keep all rights in our pre-existing and independently developed tools, libraries, templates, know-how, and the Hosted Tools (“Background IP”), including improvements to them. To the extent Background IP is included in a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use it as part of that Deliverable for your own business.
- Open source and third-party components. Deliverables may include open-source or third-party components that remain under their own licenses.
- General knowledge. Nothing stops us from using general skills, experience, and techniques learned while working for you, or from building similar work for others, as long as we do not use your Confidential Information or Customer Data.
- Feedback. If you give us suggestions, we may use them without obligation to you.
- Publicity. We will not use your name, logo, or project details in marketing or case studies without your written permission.
- Our brand. adamapi names and logos are ours; these Terms do not give you rights to use them other than to identify us as your provider.
11. Confidentiality
Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The recipient will use it only to perform or use the Services, protect it with reasonable care, and disclose it only to people and advisers who need it and are bound by similar duties. These duties last for 3 years after the agreement ends (and for as long as a trade secret remains one).
They do not apply to information that is or becomes public through no fault of the recipient, was already known to it, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, after giving the other party prompt notice where legally permitted. Customer Credentials and Customer Data are your Confidential Information.
12. Acceptable use
You agree to follow our Acceptable Use Policy. We may investigate suspected violations and take any action the policy and these Terms allow.
13. Third-party services
The Services interoperate with services we do not own or control (for example, Stripe, hosting and cloud providers, and the APIs we connect for you). Your use of them is governed by their own terms and privacy policies. We are not responsible for them, and they may change or stop working in ways that affect the Services.
14. Beta and free features
We may offer beta, preview, or free features. They are provided as-is, may change or end at any time, and may not meet the standards of our paid Services.
15. Disclaimers
To the maximum extent permitted by law, the Services and all Deliverables are provided “as is” and “as available,” and we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing. Except for the standard of work in Section 4, we do not warrant that the Services will be uninterrupted, error-free, or secure, that third-party services will remain available or compatible, or that they will achieve any particular result.
We are a technical services provider. We do not give legal, tax, accounting, or regulatory advice, and our work does not make you compliant with, or certified under, any law or standard (for example GDPR, HIPAA, PCI DSS, or SOC 2). You are responsible for your own compliance.
16. Limitation of liability
To the maximum extent permitted by law:
- neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, even if told they are possible; and
- our total liability for all claims arising out of or relating to the Services or these Terms will not exceed the greater of (a) the fees you paid us for the affected Services in the 12 months before the event giving rise to the claim, and (b) US$100.
These limits apply under any legal theory, including negligence, and even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited by law, including for fraud, willful misconduct, or gross negligence, nor your obligation to pay fees or your indemnity in Section 17 for third-party claims. The parties agree these limits are a fair allocation of risk that is reflected in our pricing.
17. Indemnification
You will defend and indemnify adamapi against third-party claims, and pay resulting damages, settlements, and reasonable legal fees, to the extent arising from (a) Customer Data or Customer Credentials, including your lack of rights or consents to provide them; (b) your use of the Services in violation of law, these Terms, or the Acceptable Use Policy; or (c) your instructions to us that cause the claim. We will tell you promptly of the claim, let you control the defense (you may not settle in a way that admits fault for us without our consent), and reasonably cooperate at your expense.
18. Term and termination
- These Terms apply from your first use of the Services until terminated.
- Either party may terminate a monthly plan for convenience on written notice effective at the end of the billing period (see Section 8). Projects end on delivery or as the SOW states.
- Either party may terminate this agreement or an SOW for material breach that remains uncured 10 days after written notice (immediately for non-payment after the notice in Section 8, or for a breach that cannot be cured).
- On termination: you pay all fees accrued; we hand over paid-for Deliverables; each party stops using the other’s Confidential Information; you revoke our access to your accounts; and we delete or return Customer Data and delete stored Customer Credentials as set out in the DPA.
- Sections that by their nature should survive (including fees owed, IP, confidentiality, disclaimers, liability, indemnity, and governing law) survive termination.
19. Suspension
We may suspend or restrict the Services immediately, to the extent necessary, if we reasonably believe it is needed to protect the security or integrity of the Services or others, to comply with law, or because of a serious breach of the Acceptable Use Policy. We will try to notify you and restore the Services when the cause is resolved.
20. Copyright and takedown requests
We respond to copyright and other takedown requests, and to personal data requests, under our Takedown / Data Requests policy, which includes a DMCA procedure.
21. Privacy
Our Privacy Policy explains how we handle personal data. Where you are the controller and we process personal data for you, the DPA controls.
22. Changes to these Terms
We may update these Terms. For material changes we will give at least 30 days’ notice by email, and the changes will apply from the next renewal or the end of the notice period, whichever is later, unless the change is required by law or for security. If you don’t agree, you may cancel before they take effect. The date at the top of this page shows when the Terms were last updated.
23. Governing law and disputes
These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. Before filing a claim, each party will first try to resolve the dispute informally by written notice and good-faith discussion for at least 30 days. After that, the state and federal courts located in California have exclusive jurisdiction, and each party consents to their jurisdiction and venue, except that either party may seek injunctive relief to protect its intellectual property or Confidential Information in any competent court.
24. General
- Entire agreement. These Terms, the documents they refer to, and any SOW are the entire agreement on their subject and replace prior discussions.
- Assignment. You may not assign this agreement without our written consent, except to a successor to your whole business. We may assign it to an affiliate or a successor to our business.
- Independent contractors. We are independent contractors; nothing creates a partnership, joint venture, agency, or employment. We control how we perform the Services and may use subcontractors, for whom we remain responsible.
- Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of utilities, internet, or third-party platforms, natural events, war, or government action (but this does not excuse payment obligations).
- Notices. Notices to us go to [email protected]. We may send notices to the email on your account or in your SOW.
- Severability and waiver. If a provision is unenforceable, the rest remain in effect; a failure to enforce a right is not a waiver.
- No third-party beneficiaries. Only the parties may enforce these Terms.
- Electronic signatures. You agree that clicking to accept, replying “accepted” by email, or electronically signing an SOW is a binding signature.
- Interpretation. Headings are for convenience; “including” means “including without limitation.”